Law Dictionary

going private

noun
Updated on: 26 Jul 2017

Legal Definition of going private

  1. :  the process of transforming a public corporation into a close corporation by terminating the registration of the corporation's stock, the listing of the stock on an exchange, or the active trading of the stock on the market


Financial Definition of GOING PRIVATE

going private

What It Is

The term going private refers to a company's departure from listing shares on any exchange. It is the opposite of going public.

How It Works

The primary activity involved in going private is deregistering a company's securities with the SEC. Companies that were once public can go private if it has fewer than 300 shareholders (or fewer than 500 shareholders in some circumstances). Companies might also go private when another company or entity makes an offer to buy all or most of the company's publicly held shares, the company merges with another company, or the company declares a reverse stock split that brings the number of shareholders below the legal threshold.

When those things occur, the company becomes ineligible for listing on an exchange or registration with the SEC, according to rule 13E-3 of the Securities Exchange Act. A company must file a Schedule 13E-3 to officially go private.

Why It Matters

Going private can happen for several reasons. One of these reasons is that a company's shares are no longer widely held or actively traded and thus do not meet the minimum requirements of being listed on an exchange.

There are several advantages to going private as well, particularly fewer special governance considerations and fewer disclosure requirements that can be time-consuming and expensive. Going private also means less analyst coverage, media coverage, and pressure to address both short-term and long-term trends in the share price.


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